MTR CORPORATION LIMITED

ARTICLES OF ASSOCIATION

(As adopted by Special Resolution passed on 8 May 2014)

No. 714016 (COPY)

CERTIFICATE OF CHANGE OF NAME

* * *

I hereby certify that

MTR CORPORATION LIMITED

()

having by virtue of Section 66(1) of the Rail Merger Ordinance changed 6 6 ( 1 ) its name on the 2nd day of December 2007, is now incorporated under the name of

MTR CORPORATION LIMITED

Issued by the undersigned on 3 December 2007.

(Sd.) Miss Nancy O. S. YAU

for Registrar of Companies

Hong Kong

( )

No. 714016 (COPY)

CERTIFICATE OF INCORPORATION

* * *

I hereby certify that

MTR CORPORATION LIMITED

()

is this day incorporated in Hong Kong under the Companies Ordinance, and that this company is limited.

Issued by the undersigned on 26 April 2000.

(Sd.) MISS R. CHEUNG

for Registrar of Companies

Hong Kong

( )

CONTENTS

CLAUSE PAGE

1. Name 1

2. Registered Office 1

3. Objects 1

4. Liability of Members 5

5. Share Capital 5

6. Exclusion of Table A, etc. 5

7. Definitions 5

8. Form of Resolution 8

9. Rights Attached to Shares 9

10. Warrants 9

11. Redeemable Shares 9

12. Purchase of Own Shares 9

13. Variation of Rights 9

14. Pari Passu Issues 10

15. Shares 10

16. Payment of Commission 10

17. Power to Charge Interest to Capital 10

18. Trusts not Recognised 11

19. Right to Share Certificates 11

20. Replacement of Share Certificates 11

21. Execution of Share Certificates 12

22. Companys Lien if Shares not Fully Paid 12

23. Enforcing the Lien 12

24. Application of Proceeds 13

25. Calls 13

26. Timing of Calls 13

27. Liability of Joint holders 13

28. Interest Due on Non-Payment 14

29. Sums due on Allotment Treated as Calls 14

30. Power to Differentiate 14

31. Payment of Calls in Advance 14

32. Notice if Call or Instalment not Paid 14

33. Form of Notice 14

34. Forfeiture for Non-Compliance with Notice 15

35. Notice after Forfeiture 15

36. Sale of Forfeited Shares 15

37. Arrears to be Paid Notwithstanding Forfeitures 15

38. Statutory Declaration as to Forfeiture 15

39. Transfer 16

40. Execution of Transfer 16

41. Rights to Decline Registration of Partly Paid Shares 16

42. Other rights to Decline Registration 16

43. Notice of Refusal 17

44. No Fee for Registration 17

45. Untraced Shareholders 17

46. Transmission on Death 18

47. Entry of Transmission in Register 18

48. Election of Person entitled by Transmission 18

49. Rights of Person Entitled by Transmission 19

50. Alteration of Share Capital 19

51. Fractions 19

52. Reduction of Capital 20

53. General Meetings 20

54. Annual General Meetings 20

55. Convening of General Meetings 20

56. Separate General Meetings 20

57. Length of Notice 20

58. Omission or Non-Receipt of Notice 21

59. Postponement of General Meetings 21

60. Quorum 21

61. Procedure if Quorum Not Present 21

62. Security Arrangements 21

63. Chairman of General Meeting 22

64. Orderly Conduct 22

65. Entitlement to Attend and Speak 22

66. Adjournments 22

67. Notice of Adjournment 23

68. Amendments to Resolutions 23

69. Amendments Ruled Out of Order 23

70. Voting of members 23

71. Method of Voting 24

72. Procedure if Poll Demanded 24

73. When Poll to be Taken 24

74. Continuance of Other Business after Poll Demand 25

75. Votes on a Poll 25

76. Casting Vote of Chairman 25

77. Votes of Joint Holders 25

78. Voting on Behalf of Incapable Member 25

79. No Right to Vote where Sums Overdue on Shares 25

80. Objections or Errors in Voting 25

81. Execution of Proxies 26

82. Delivery of Proxies 26

83. Maximum Validity of Proxy 26

84. Form of Proxy 27

85. Cancellation of Proxys Authority 27

85A. Appointment by Clearing Houses of Representative(s) or Proxy(ies) 28

86. Number of Directors 28

87. Directors Shareholding Qualification 28

88. Power of Company to Appoint Directors 28

89. Power of Directors to Appoint Directors 28

90. Power of Chief Executive to Appoint and Remove Directors 28

91. Retirement by Rotation 29

92. Identity of Directors to Retire by Rotation 29

93. Filling Vacancies 29

94. Power of Removal by Ordinary Resolution 29

95. Persons Eligible as Directors 29

96. Position of Retiring Directors 30

97. Vacation of Office by Directors 30

98. Alternate Directors 31

99. Executive Directors 31

100. Directors Fees 32

101. Additional Remuneration 32

102. Expenses 32

103. Pensions and Gratuities for Directors 33

104. Permitted Interests and Voting 33

105. General Powers of Company Vested in Directors 35

106. Borrowing Powers 36

107. Agents 36

108. Delegation to Individual Directors 37

109. Official Seals 37

110. Registers 37

111. Cheques, etc. 37

112. Provision for Employees 37

113. Directors Meetings 38

114. Notice of Directors Meeting 38

115. Quorum 38

116. Directors below Minimum through Vacancies 38

117. Appointment of Chairman 38

118. Competence in Meetings 39

119. Voting 39

120. Delegation to Committees 39

121. Participation in Meetings by Telephone 40

122. Resolution in Writing 40

123. Validity of Acts of Directors or Committee 40

124. Appointment or Removal of the Secretary 40

125. Use of Seals 41

126. Declaration of Dividends by Company 41

127. Payment of Fixed and Interim Dividends by Directors 41

128. Calculation and Currency of Dividends 41

129. Amounts due on Shares may be Deducted from Dividends 42

130. No interest on Dividends 42

131. Payment Procedure 42

132. Uncashed Dividends 42

133. Forfeiture of Unclaimed Dividends 43

134. Dividends Not in Cash 43

135. Election for Cash or Shares 43

136. Power to Capitalise Reserves and Funds 45

137. Settlement of Difficulties in Distribution 46

138. Power to Choose any Record Date 46

139. Records to be Kept 46

140. Inspection of Records 46

141. Distribution of relevant financial documents and summary financial reports 47

142. Service of Notices 47

143. Record Date for Service 48

144. Service of Notices on Persons Entitled by Transmission 48

145. When notices Deemed Served 48

146. Presumption Where Documents Destroyed 49

147. Distribution of Assets otherwise than in Cash 49

148. Indemnity of Officers 50

GLOSSARY 52

THE COMPANIES ORDINANCE (CHAPTER 622)

ARTICLES OF ASSOCIATION

OF

MTR CORPORATION LIMITED

COMPANY LIMITED BY SHARES

1. Name

The name of the company is MTR Corporation Limited (the Company).

2. Registered Office

The Companys registered office is to be situated in Hong Kong.

3. Objects

The objects for which the Company is established are:

(a) To maintain and operate a mass transit railway and any other transport service in Hong Kong and elsewhere.

(b) To plan, design, construct, maintain and operate new lines and extensions to the Mass Transit Railway which may be approved from time to time by the government of Hong Kong, or any other transport service.

(c) To act as consultants, project managers and operators in respect of all types of transport-related activities in Hong Kong and elsewhere.

(d) To undertake estate management and associated activities relating to any buildings, premises, structures and grounds ancillary thereto, and any common parts.

(e) To promote, establish, participate in, engage in, develop, act as consultant, operator and project manager for a common ticketing and payment system including for transport-related activities.

2

(f) To invest, develop, deal in, arrange, exploit, sell, purchase, take options over or otherwise acquire and hold for any estate or interest any real or personal property or assets or any concessions, licences, grants or other exclusive or non-exclusive rights of any kind or the whole or any part of the undertaking, assets and liabilities of any person and to develop and turn to account and deal with the same in such manner as may be thought fit.

(g) To co-ordinate, finance and manage all or any part of the operations of any company which is a subsidiary of or otherwise under the control of the Company and generally to carry on the business of a holding company.

(h) To carry on any business involving the ownership, possession or development of land or other immovable property or buildings or structures thereon and to construct, erect, install, pull down, rebuild, enlarge, alter and maintain buildings, plant and machinery and to carry on business as developers, builders, contractors and engineers.

(i) To manufacture, process, import, export, deal in and store any goods and other things and to carry on the business of manufacturers, processors, importers, exporters, and storers of and dealers in any goods and other things.

(j) To provide services of all descriptions and to render advisory, investigating, supervisory, managerial, technical, cultural, artistic, entertainment, educational, business, investment, consultancy, brokerage, agency and other facilities or services of every kind and description and to carry on any business involving any such provision.

(k) To lend money and grant or provide credit and financial accommodation to any person and to deposit money with any person.

(l) To invest money of the Company in any investments, currencies or other financial assets and to hold, sell or otherwise deal with investments, currencies or other financial assets.

(m) To acquire and carry on any business carried on by a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company.

(n) To enter into any arrangements with any government or authority or person and to apply for or obtain from any government or authority or person, or to oppose, any legislation, orders, rights, privileges, franchises, licences and concessions and to carry out, exercise and comply with the same.

(o) To borrow and raise money and accept money on deposit and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by the creation and issue of securities and to redeem or pay off any such securities.

(p) To enter into any guarantee, contract of indemnity or suretyship (other than fire, life and marine insurance) and in particular (without prejudice to the generality), to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and

3

uncalled capital of the Company or by both such methods or in any other manner, the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person, including (without prejudice to the generality) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company.

(q) To amalgamate or enter into partnership or any profit-sharing arrangement with, or to co-operate or participate in any way with, or to take over or assume any obligation of, or to assist or subsidise any person.

(r) To accept, draw, make, create, execute, discount, endorse, negotiate and deal in bills of exchange, promissory notes, and other instruments and securities, whether negotiable or otherwise.

(s) To apply for, purchase or otherwise acquire, protect, hold, maintain and renew any patents, patent rights, trade marks, designs, licences and other intellectual property rights of all kinds or any secret or other information as to any invention and to use, exercise, develop or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired and to experiment with any such rights which the Company may propose to acquire.

(t) To sell, exchange, mortgage, charge, let, grant licences, easements, options and other rights over, and in any other manner deal with, or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any or for no consideration and in particular (without prejudice to the generality) for any securities or for a share of profit or a royalty or other periodical or deferred payment.

(u) To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount or for any other purpose, and to give any remuneration or other compensation or reward for services rendered or to be rendered in placing, or procuring subscriptions of, or otherwise assisting in the issue of, any securities of the Company or in or about the promotion, formation, establishment, incorporation or listing of the Company or the conduct or course of its business.

(v) To establish or promote, or concur or participate in establishing or promoting, any company, fund or trust and to subscribe for, underwrite, purchase or otherwise acquire securities of any company, fund, trust or other person and to carry on the business of company, fund, trust or business promoters or managers and of underwriters or dealers in securities and to act as director of and as secretary, manager, registrar, nominee or transfer agent for any person and to act as trustee of any kind and to undertake and execute any trust and any trust business and to manage, deal with and turn to account, any real or personal property of any kind.

(w) To pay all the costs, charges and expenses preliminary or incidental to the promotion, formation, establishment, incorporation, listing or conduct of the Company, and to procure the registration, incorporation or recognition of the Company and in or under the laws of any place outside Hong Kong.

4

(x) To grant or procure the grant of donations, gratuities, pensions, annuities, allowances or other benefits, including benefits on death, to purchase and maintain any type of insurance for or for the benefit of, any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company or, in each case, of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the board of directors of the Company considers have any moral claim on the Company or to their relations, connections or dependants, and to establish or support any funds, trusts, insurances or schemes or any associations, institutions, clubs or schools, or to make payment towards insurances or to do any other thing likely to benefit any such persons or otherwise to advance the interests of such persons or the Company or its members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of such persons or the Company or its members or for any national, charitable, benevolent, educational, social public, political, general or useful object.

(y) To cease carrying on or to wind up any business or activity of the Company, and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory.

(z) To distribute any of the property of the Company among its creditors and members or any class of either in cash, specie or kind.

(aa) To do all or any of the above things or matters in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

(bb) To carry on any trade or business whatsoever and to carry on any other business or activity and do anything of any nature which in the opinion of the board of the directors of the Company is or may be capable of being conveniently carried on or done in connection with the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Companys undertaking, property or assets or otherwise to advance the interests of the Company or of its members.

(cc) To do any other thing which in the opinion of the board of directors of the Company is or may be incidental or conducive to the attainment of the above objects or any of them.

(dd) In this clause, company shall, except where used to refer to the Company, include any partnership or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, domiciled or resident in Hong Kong or elsewhere, Hong Kong shall mean the Hong Kong Special Administrative Region of the Peoples Republic of China, Mass Transit Railway shall have the meaning ascribed to that term in the Mass Transit Railway Ordinance (No. 13 of 2000), person shall include any company as well as any other legal or natural person, securities shall include any fully, partly or nil paid or no par value share, stock, unit, debenture, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation, and and or shall mean and/or where the context so permits, other and otherwise shall not be construed ejusdem generis where a wider

5

construction is possible and the objects specified in the different paragraphs of this clause shall not, except where the context expressly requires, be in any way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company or the nature of any trade or business carried on by the Company, or by the fact that at any time the Company is not carrying on any trade or business but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of those paragraphs defined the objects of a separate distinct and independent company.

4. Liability of Members

The liability of the members is limited.

5. Share Capital

The Company shall have the power from time to time to divide the original or any increased capital into classes, and to attach thereto any preferential, deferred, qualified or other special rights, privileges, restrictions or conditions.

6. Exclusion of Table A, etc.

The regulations contained in Table A in the First Schedule to the predecessor Companies Ordinance (Cap. 32 of the Laws of Hong Kong as in force from time to time before the commencement date of section 147 of Schedule 9 to the Companies Ordinance) and in Schedule 1 to the Companies (Model Articles) Notice and any similar regulations in any other legislation relating to companies do not apply to the Company.

7. Definitions

(a) The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles, there is a Glossary which explains various words and expressions which appear in the text. The Glossary is not part of the articles and does not affect their meaning.

amount (of a share) this refers to any amount payable on the share;

associates shall have the meaning given to it by the Listing Rules;

auditors means the auditors from time to time of the Company or, in the case of joint auditors, any one of them;

audit committee means the committee known by that name established under article 120(e);

chairman means the chairman of the board of directors;

6

Chief Executive shall have the meaning given to it by the Interpretation and General Clauses Ordinance (Cap. 1 of the Laws of Hong Kong);

clear days in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

clearing house means a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 of the Laws of Hong Kong) or Section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange of such jurisdiction;

Companies Ordinance means the Companies Ordinance (Cap.622 of the Laws of Hong Kong);

Company means MTR Corporation Limited ;

directors means (a) the executive and non-executive directors of the Company who make up its board of directors, including the directors of the Company appointed by the Chief Executive pursuant to section 8 of the Mass Transit Railway Ordinance (No. 13 of 2000) and in accordance with article 90 and holding office, (and director means any one of them), or, where the context requires, (b) such directors referred to in (a) who are present at a meeting of the directors at which a quorum is present;

Financial Secretary Incorporated

shall have the meaning given to it by the Financial Secretary Incorporation Ordinance (Cap. 1015 of the Laws of Hong Kong);

HK Stock Exchange means The Stock Exchange of Hong Kong Limited;

Holder in relation to any shares means the person whose name is entered in the register as the holder of those shares;

Hong Kong means the Hong Kong Special Administrative Region of the Peoples Republic of China;

legislation means every statute (and any orders, regulations or other subordinate legislation made under it) applying to the Company;

7

Listing Rules means the Rules Governing the Listing of Securities on the HK Stock Exchange;

nominations committee means the committee known by that name established under article 120(e);

non-executive directors means directors who do not during their directorship hold any other employment or executive office (whether or not an employee) with the Company or any subsidiary of the Company;

office means the registered office of the Company;

ordinary shareholder means a holder of the ordinary shares in the capital of the Company;

ordinary shares means ordinary shares in the capital of the Company;

paid up means paid up or credited as paid up;

pay includes any kind of reward or payment for services;

protocols means the document known by that name and adopted by the directors from time to time;

register means the Companys register of members kept pursuant to the Companies Ordinance and includes any branch register kept pursuant to the Companies Ordinance;

remuneration committee

means the committee known by that name established under article 120(e);

seal means any common or official seal of the Company;

secretary means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the Company and includes an assistant or deputy secretary and any person appointed by the directors to perform any of the duties of the secretary;

shareholder means a holder of the Companys shares; and

these articles means these articles of association in their present form or as altered from time to time and the expression this article will be construed accordingly.

8

(b) References in these articles to a document being executed include references to its being executed under hand or under seal or by any other method authorised by the Company.

(c) Wherever any reference in the articles requires that a communication as between the Company, its directors or shareholders be effected in writing, the requirement may (if not inconsistent with the context in which it appears) be satisfied by the communication being given in the form of an electronic record if the person to whom the communication is given consents to it being given to him in that form as permitted under all applicable laws, rules or regulations and the Listing Rules; and references in the articles to an address in relation to electronic communications include any number or address used for the purposes of such communications.

(d) Words which are in the singular may also be read as being in the plural and the other way round. Words which are in the masculine form may also be read as referring to the feminine or to other bodies or persons. References to a person or people include any company, partnership, firm, government authority, body or society whether or not incorporated.

(e) When any legislation is referred to this includes any amendment, as well as its inclusion or re-enactment (with or without modification) in later legislation. References to legislation are to the version which is current at any particular time.

(f) Any words or expressions defined in the legislation in force when these articles or any part of these articles are adopted will (if not inconsistent with the subject or context in which they appear) have the same meaning in these articles or that part save the word company includes any body corporate.

(g) References to a meeting will not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

(h) Headings in these articles are only included for convenience. They do not affect the meaning of these articles.

(i) Where these articles refer to a person who is entitled to a share by law, this includes a person who is entitled to the share as a result of the death or bankruptcy of a shareholder.

(j) Where these articles refer to months or years, these are calendar months or years.

(k) Where these articles give any power or authority to any person, this power or authority can be used on any number of occasions, unless the way in which the words are used does not allow this meaning.

8. Form of Resolution

(a) Where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution.

(b) A written resolution signed by or on behalf of each shareholder who would have been entitled to vote on it at a general meeting will be as effective as a resolution passed at a general

9

meeting which is properly called and held without having to comply with any procedural requirements under the legislation. The resolution may be passed using several copies of a document if each document is signed by one or more shareholders. These copies can be fax copies.

9. Rights Attached to Shares

Subject to the legislation, the Company may issue shares with any rights or restrictions attached to them. These rights or restrictions can be decided either by an ordinary resolution passed by the shareholders or by the directors provided that, in the latter case, the directors resolution does not conflict with any resolution passed by the shareholders. The ability to attach particular rights and restrictions to shares may be restricted by special rights previously given to holders of existing shares. As required by the Listing Rules, adequate voting rights will, in appropriate circumstances, be given to any preference shares in the Company that are issued.

10. Warrants

Subject to the legislation, the Company may issue warrants to subscribe for shares with any rights or restrictions attached to them. If the Company issues warrants to bearer, it will only issue a new warrant to replace a lost warrant if the directors are satisfied beyond reasonable doubt that the original warrant has been destroyed. In addition, the Company must be given an indemnity before issuing the replacement warrant.

11. Redeemable Shares

Subject to the legislation and the requirements of the Listing Rules and to any special rights previously given to holders of existing shares, the Company may issue shares which can be redeemed and the directors may determine the terms, conditions and manner of redemption of the shares. This can include shares which can be redeemed if the holders want to do so, as well as shares which the Company can insist on redeeming.

12. Purchase of Own Shares

Subject to any special rights previously given to holders of existing shares the Company may purchase or contract to purchase any of its shares (including redeemable shares), if the legislation allows this. The directors are not required to select the shares to purchase in any particular manner. Purchases by the Company of a redeemable share not made through the market or by tender will be limited to a maximum price. Purchases of redeemable shares made by tender shall be made to all shareholders alike.

13. Variation of Rights

If the legislation allows this, the rights attached to any class of shares may be changed or abrogated if this is approved either in writing by shareholders representing at least three quarters of the total voting rights of holders of the issued shares of that class or by a special resolution passed at a separate meeting of the holders of the relevant class of shares. This is called a class meeting.

10

All the articles relating to general meeting, will apply to any such class meeting, with any necessary changes. The following changes will also apply:

(a) a quorum will be present if at least two shareholders are present in person or by proxy who represent at least one third of the total voting rights of holders of the issued shares of the class;

(b) any shareholder who is present in person or by proxy can demand a poll;

(c) on a poll every shareholder who is present in person or by proxy is entitled to one vote for every share he has of the class (but this is subject to any special rights or restrictions which are attached to any class of shares within the class); and

(d) at an adjourned meeting, one person who holds shares of the class, or his proxy, will be a quorum.

The provisions of this article will apply to any change or abrogation of rights of shares forming part of a separate class. Each part of the class which is being treated differently is treated as a separate class in operating this article.

14. Pari Passu Issues

If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise.

15. Shares

The directors may decide how to deal with any shares. They may, for instance, offer the shares for sale, grant options to acquire them, allot them or dispose of the shares in any other way. The directors are free to decide who they deal with, when they deal with the shares and the terms on which they deal with the shares. However, in making their decision they must take account of:

(a) the provisions of the legislation relating to authority and other matters;

(b) any resolution of a general meeting which is passed under the legislation; and

(c) any rights attaching to existing shares.

16. Payment of Commission

In connection with any share issue, the Company may use all the powers given by the legislation to pay commission or brokerage.

17. Power to Charge Interest to Capital

If the Company issues shares to raise money to pay for the expenses of construction of any works or buildings or the provision of any plant which it cannot make profitable for a long period, the Company may pay interest on that share capital which is paid up. Before doing so the Company must comply

11

with any conditions or restrictions contained in the legislation. Amounts of interest paid by the Company can be charged to capital as part of the cost of construction of the works or buildings or the provision of the plant.

18. Trusts not Recognised

The Company will only be affected by or recognise, a current and absolute right to whole shares. The fact that any share, or any part of a share, may not be owned outright by the registered owner (for example, where a share is held by one person as a nominee or otherwise as a trustee for another person) is not of any concern to the Company. The only exceptions to this are where the rights of the kind described are expressly given by these articles or are of a kind which the Company has a legal duty to recognise.

19. Right to Share Certificates

(a) When a shareholder is first registered as the holder of any class of shares, he is entitled, free of charge, to a separate share certificate for each class held by him.

(b) If a shareholder gets more shares of any class, he is entitled, without charge, to another certificate for the extra shares.

(c) If a shareholder transfers part of his shares represented by a share certificate, he is entitled, free of charge, to a new certificate for the balance.

(d) Where a share is held jointly the Company does not have to issue more than one certificate for that share. When the Company delivers a share certificate to one joint shareholder, this is treated as delivery to all of the joint shareholders.

(e) The time limit for the Company to provide a share certificate under this article is as prescribed by the legislation and the Listing Rules.

20. Replacement of Share Certificates

(a) If a shareholder has two or more share certificates for shares of the same class, he can ask the Company for these to be cancelled and replaced by a single new certificate. The Company must comply with this request.

(b) A shareholder can ask the Company to cancel and replace a single share certificate with two or more certificates for the same total number of shares. The Company may comply with this request.

(c) A shareholder can ask the Company for a new certificate if the original is:

(i) damaged or defaced; or

(ii) said to be lost, stolen or destroyed.

12

(d) If a certificate has been damaged or defaced, the Company can require the certificate to be returned to it before issuing a replacement. If a certificate is said to be lost, stolen or destroyed, the Company can require satisfactory evidence of this and insist on receiving an indemnity before issuing a replacement.

(e) The directors can require the shareholder to pay the Company a fee in connection with the issue of any certificates under this article. The fee will not exceed the maximum amount permitted under the Listing Rules at the time of issue. The directors can also require the shareholder to pay the Companys exceptional out-of-pocket expenses incurred in investigating any evidence that a certificate has been lost, stolen or destroyed and in preparing the form of indemnity.

(f) Any one joint shareholder can request replacement certificates under this article.

21. Execution of Share Certificates

Every share certificate shall be issued under seal or in such other manner as the directors may authorise, having regard to the terms of the issue, the legislation and/or the Listing Rules. Without limiting the generality of the foregoing, the directors can resolve that the seal and/or signatures on any share certificates can be applied to the certificates by mechanical means or can be printed on them or that the certificates need not be signed at all. A share certificate must state the number and class of shares to which it relates and the amount paid up on those shares and any other information required by the legislation and/or the Listing Rules.

22. Companys Lien if Shares not Fully Paid

The Company has a lien on all partly paid shares and all dividends and other moneys payable on the shares. This lien has priority over claims of others to the shares, the dividends and the other moneys payable on the shares. The lien is for any money owed to the Company for the shares. The directors can decide to give up any lien which has arisen and can also decide to suspend any lien which would otherwise apply to particular shares.

23. Enforcing the Lien

If a shareholder fails to pay the Company any amount due on his partly paid shares, the directors can enforce the Companys lien by retaining any dividends and other moneys payable by the Company on such shares and/or by selling all or any of them in any way they decide. The directors may not, however, enforce the Companys lien until all the following conditions are met:

(a) the money owed by the shareholder must be payable immediately;

(b) the directors must have given notice to the shareholder. The notice must state the amount of money due, it must demand payment of this sum and state that the shareholders shares may be sold and any dividends and other moneys payable by the Company on such shares may be retained by the Company, if the money is not paid;

(c) the notice must have been served on the shareholder or on any person who is entitled to the shares by law and can be served in any way that the directors decide; and

13

(d) the money has not been paid by at least 14 clear days after the notice has been served.

The directors can authorise any person to sign a document transferring the shares. Any such transferee will be entered in the register as the holder of the shares comprised in any such transfer and will not be bound to ensure that his purchase moneys are transferred to the person whose shares have been sold, nor will his ownership of the shares be affected by irregularity or invalidity in relation to the sale to him.

24. Application of Proceeds

If the Company enforces its lien, the proceeds will first be used to pay the Companys expenses associated with the sale of any shares. The remaining money will be used to pay off the amount which is then payable on the shares and any balance will be passed to the former shareholder or to any person who would otherwise be entitled to the shares by law. But the Companys lien will also apply to any such balance to cover any money still due to the Company in respect of the shares which is not immediately payable. The Company has the same rights over the money as it had over the shares immediately before they were sold. The Company need not pay over anything until the certificate representing the shares sold has been delivered to the Company for cancellation.

25. Calls

The directors can call on shareholders to pay any money which has not yet been paid to the Company for their shares. The directors can also make calls on people who are entitled to shares by law. If the terms of issue of the shares allow this, the directors can do any one or more of the following:

(a) make calls at any time and as often as they think fit;

(b) decide when and where the money is to be paid;

(c) decide that the money may be paid by instalments;

(d) revoke or postpone any call.

A member who has received at least 14 clear days notice giving details of the amount called and of the time and place for payment, must pay the call as required by the notice. A person remains liable to pay calls even after he has transferred the shares to which they relate.

26. Timing of Calls

A call is treated as having been made as soon as the directors have passed a resolution authorising it.

27. Liability of Joint holders

Joint shareholders are jointly and severally liable to pay any calls in respect of their shares. This means that any of them may be sued for all the money due on the shares or they may be sued together.

14

28. Interest Due on Non-Payment

Where a call is made and the money due remains unpaid, the shareholder will be liable to pay interest on the amount unpaid from the day it is due until it has actually been paid. The directors will decide on the annual rate of interest, which must not exceed 15 per cent. The shareholder will also be liable to pay all expenses incurred by the Company as a result of the non-payment of the call. The directors can decide to forego payment of any or all of such interest or expenses.

29. Sums due on Allotment Treated as Calls

If the terms of a share require any money to be paid at the time of allotment, or at any other fixed date, the money due will be treated in the same way as a valid call for money on shares which is due on the same date. If this money is not paid, everything in these articles relating to non-payment of calls applies. This includes articles which allow the Company to forfeit or sell shares and to claim interest.

30. Power to Differentiate

On or before an issue of shares, the directors can decide that shareholders may be called on to pay different amounts or that they may be called on at different times.

31. Payment of Calls in Advance

The directors can accept payment in advance of some or all of the money from a shareholder before he is called on to pay that money. The directors can agree to pay interest at a rate (not exceeding (unless the Company passes an ordinary resolution to allow a higher rate) 15 per cent. per annum) fixed by the directors on money paid in advance until it would otherwise be due to the Company.

32. Notice if Call or Instalment not Paid

If a shareholder fails to pay a call or an instalment of a call when due, the directors may give the shareholder notice requiring payment of the unpaid amount, together with any interest accrued and any expenses incurred by the Company as a result of the failure to pay.

33. Form of Notice

This notice must:

(a) demand payment of the amount immediately payable, plus any interest and expenses;

(b) give the date by when the total amount due must be paid. This must be at least 14 clear days after the date of the notice;

(c) say where the payment must be made; and

(d) say that if the full amount demanded is not paid by the time and at the place stated, the Company can forfeit the shares on which the call or instalment is outstanding.

15

The directors may accept the surrender of any share which would otherwise be forfeited. Where they do so, references in these articles to forfeiture include surrender.

34. Forfeiture for Non-Compliance with Notice

If the notice is not complied with, the shares it relates to can be forfeited at any time while any amount is still outstanding. This is done by the directors passing a resolution stating that the shares have been forfeited. The forfeiture will extend to all dividends and other sums payable in respect of the forfeited shares which have not been paid before the forfeiture.

35. Notice after Forfeiture

After a share has been forfeited, the Company will notify the person whose share has been forfeited. This includes a person who was entitled to the share by law. However, the share will still be forfeited even if such notice is not given.

36. Sale of Forfeited Shares

(a) A forfeited share becomes the property of the Company and the directors may sell or dispose of it on any terms and in any way that they decide. This can be with, or without, a credit for any amount previously paid up for the share. It can be sold or disposed of to any person, including the previous shareholder or the person who was previously entitled to the share by law. The directors can, if necessary, authorise any person to transfer a forfeited share.

(b) After a share has been forfeited, the directors may cancel the forfeiture, but only before the share has been sold or disposed of. This cancellation of forfeiture may be on any terms the directors decide.

37. Arrears to be Paid Notwithstanding Forfeitures

When a persons shares have been forfeited, he will lose all rights as shareholder in respect of those forfeited shares. He must return any share certificate for the forfeited shares to the Company for cancellation. However, he will remain liable to pay calls which have been made, but not paid, before the shares were forfeited. He must also pay interest on the unpaid amount until it is paid. The directors can fix the rate of interest, but it must not be more than 15 per cent. a year. The shareholder continues to be liable for all claims and demands which the Company could have made relating to the forfeited share. He is not entitled to any credit for the value of the share when it was forfeited or for any consideration received on its disposal unless the directors decide to allow credit for all or any of that value.

38. Statutory Declaration as to Forfeiture

(a) A director or the secretary may make a statutory declaration declaring:

(i) that he is a director or the secretary of the Company;

(ii) that a share has been properly forfeited under the articles; and

16

(iii) when the share was forfeited.

The declaration will be evidence of these facts which cannot be disputed.

(b) Subject to compliance with any other formalities for the transfer of shares required by these articles or by law, if such a declaration is delivered to a new holder of a share along with a completed transfer form (if one is required), this gives the buyer good title. The new shareholder does not need to take any steps to see how any money paid for the share is used. His ownership of the share will not be affected if the steps taken to forfeit, sell or dispose of the share were invalid or irregular, or if anything that should have been done was not done.

39. Transfer

Unless these articles say otherwise, any shareholder may transfer some or all of his shares to another person free from any restriction or lien. A transfer of shares must be made in writing and either in the usual standard form adopted by the HK Stock Exchange from time to time or in any other form approved by the directors.

40. Execution of Transfer

(a) A share transfer form must be signed or made effective in some other way by, or on behalf of, the person making the transfer and where the person making the transfer is a clearing house or its nominee(s), the share transfer form can be executed by machine-imprinted signature.

(b) Where the share is not fully paid, the share transfer form must also be signed or made effective in some other way by, or on behalf of, the person to whom the share is being transferred.

(c) The person making a transfer will continue to be treated as a shareholder until the name of the person to whom the share is being transferred is put on the register for that share.

(d) If the directors decide to register a share transfer, the Company shall retain the relevant share transfer form. If the directors decide not to register a share transfer and the person who deposited the relevant share transfer form asks the Company to return the relevant share transfer to him, the Company shall return the relevant share transfer to him unless the directors suspect fraud.

41. Rights to Decline Registration of Partly Paid Shares

The directors may refuse to register the transfer of any shares which are not fully paid.

42. Other rights to Decline Registration

(a) A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.

(b) Transfers may not be in favour of more than four joint holders.

17

(c) The share transfer form must be delivered to the office, or any other place decided on by the directors. The transfer form must be accompanied by the share certificate relating to the shares being transferred, unless the transfer is being made by a person to whom the Company was not required to, and did not send, a certificate. The directors may also ask (acting reasonably) for any other evidence to show that the person wishing to transfer the share is entitled to do so.

43. Notice of Refusal

If the directors decide not to register a share transfer, they must notify the person to whom the shares were being transferred. This must be done no later than two months after the Company receives the transfer.

44. No Fee for Registration

No fee is payable to the Company for transferring shares or registering changes relating to the ownership of shares.

45. Untraced Shareholders

(a) The Company may sell any untraced shares in the capital of the Company by instructing an exchange participant of the HK Stock Exchange to sell them at the best price reasonably obtainable at the time of sale, if:

(i) during the 12 years before the notice referred to in (ii) below, at least three dividends have become payable on the shares and no dividend has been claimed during that period;

(ii) after the 12 year period, the Company has published a notice, stating that it intends to sell the shares. The notice must have appeared in at least one English language newspaper and one Chinese language newspaper published daily and circulating generally in Hong Kong;

(iii) during the 12 year period and for three months after the last of the notices referred to in (ii) above appear, the Company has not heard from the shareholder or any person entitled to the shares by law; and

(iv) the Company has notified the HK Stock Exchange that it intends to sell the shares.

If during the 12 year period, further shares have been issued to the shareholder and all the requirements of sub-paragraphs (ii) to (iv) above have been satisfied in regard to the further shares, the Company may also sell the further shares.

(b) To sell any shares in this way, the directors may appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will his ownership be affected even if the sale is irregular or invalid in any way.

18

(c) The proceeds of sale will belong to the Company, but it must pay an amount equal to the sale proceeds less the costs of the sale to the shareholder who could not be traced, or to the person who is entitled to his shares by law, if that shareholder, or person, asks for it.

(d) After the sale, the Company must record the name of the shareholder, or (if known) the person who would have been entitled to the shares by law as a creditor for the money in its accounts. The Company will not be a trustee of the money and will not be liable to pay interest on it. The Company can use the money, and any money earned by using the money, for its business or in any other way that the directors decide.

46. Transmission on Death

(a) When a sole shareholder or a shareholder who is the last survivor of joint shareholders dies, his personal representatives will be the only people whom the Company will recognise as being entitled to his shares.

(b) If a joint shareholder dies, the surviving joint shareholder or shareholders will be the only people whom the Company will recognise as being entitled to his shares.

(c) However, this article does not discharge the estate of any shareholder from any liability.

47. Entry of Transmission in Register

A person who becomes entitled to a share by law must provide any evidence of his entitlement which is reasonably required by the directors. The directors must note his entitlement in the register within two months of receiving such evidence.

48. Election of Person entitled by Transmission

(a) A person who becomes entitled to a share by law can either be registered as the shareholder or choose another person to become the shareholder.

(b) If a person who is entitled to a share by law wants to be registered as a shareholder, he must deliver or send a notice to the Company saying that he has made this decision. He must sign this notice which must be in the form specified by the directors. This notice will be treated as a transfer form. All the provisions of the articles about registering transfers of shares apply to it. The directors have the same power to refuse to register a person entitled to shares by law as they would have had to refuse to register a transfer by the person who was previously entitled to the shares.

(c) If a person who is entitled to a share by law, wants the share to be transferred to another person, he must do this by signing a transfer form to the person he has selected. The directors have the same power to refuse to register the person selected as they would have had to refuse to register a transfer by the person who was previously entitled to the shares.

19

49. Rights of Person Entitled by Transmission

(a) A person who is entitled to a share by law is entitled to any dividends or other money relating to the share, even though he is not registered as the holder of the share. But the directors can withhold the dividend and other money until a person has been properly registered as the shareholder as laid down in these articles. They can also withhold the dividend if the person who was previously entitled to the share could have had his dividend withheld.

(b) Unless he is registered as the holder of the share, the person entitled to the share by law is not entitled to:

(i) receive notices of shareholders meetings or to attend or vote at these meetings; or

(ii) any of the other rights and benefits of being a shareholder,

unless the directors decide to allow this.

50. Alteration of Share Capital

(a) Subject to the legislation, the Companys shareholders can alter the Companys share capital in any one or more of the ways permissible by the legislation by passing an ordinary resolution. The resolution for any increase in share capital will fix the amount of the increase and the number of the new shares (if any).

(b) Without prejudice to article 50(a), the Companys shareholders can pass an ordinary resolution to do any of the following:

(i) consolidate, or consolidate and then divide, all or any of its share capital;

(ii) divide some or all of its shares. This is subject to the restrictions in the Companies Ordinance. The resolution may provide that as between the holders of the divided shares different rights and restrictions of a kind which the Company can apply to new shares may apply to different divided shares; and

(iii) cancel any shares which have not been taken, or agreed to be taken, by anyone, or which have been forfeited at the date of the resolution and reduce the amount of the Companys share capital by the amount of the cancelled or forfeited shares.

51. Fractions

If any shares are consolidated, the directors have power to deal with any fractions of shares which result from the consolidation. If the directors decide to sell any shares representing fractions, they can do so for the best price reasonably obtainable and distribute the net proceeds of sale among shareholders in proportion to their fractional entitlements. The directors can sell those shares to anyone, including the Company, if the legislation allows, and can authorise any person to transfer or deliver the shares to the buyer. The buyer does not have to take any steps to see how any money he is paying is used and his ownership will not be affected if the sale is irregular or invalid in any way.

20

52. Reduction of Capital

Subject to the legislation, the Company may pass a special resolution to reduce its share capital or any other undistributable reserve in any way.

53. General Meetings

General meetings of the Company include any annual general meetings.

54. Annual General Meetings

The Company must hold annual general meetings within the time period prescribed in the Companies Ordinance in addition to any other general meetings held in the year. The directors will decide when and where it is to be held. The notice calling the meeting must say that the meeting is the annual general meeting.

55. Convening of General Meetings

The directors may call a general meeting at any time.

56. Separate General Meetings

If a separate general meeting of holders of shares of a class is called otherwise than for changing or abrogating the rights of the shares of that class, the provisions of these articles relating to general meetings will apply to such a meeting with any necessary changes. For the purposes of this article, a general meeting where ordinary shareholders are the only shareholders who can attend and vote in their capacity as shareholders will also constitute a separate general meeting of the holders of the ordinary shares.

57. Length of Notice

(a) At least 21 clear days written notice must be given for every annual general meeting. For all other general meetings, at least 14 clear days written notice must be given. A meeting may be convened on shorter notice if the requirements of the Companies Ordinance have been fulfilled.

(b) The notice for any general meeting must state:

(i) where the meeting is to be held;

(ii) the date and time of the meeting; and

(iii) the general nature of the business of the meeting.

(c) All shareholders and directors must be given notice of every general meeting. Notice must also be given to the auditors.

21

58. Omission or Non-Receipt of Notice

If any notice or other document relating to any meeting or other proceeding is accidentally not sent, or is not received, the meeting or other proceeding will not be invalid as a result.

59. Postponement of General Meetings

If the directors consider that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, they may move or postpone the meeting (or do both). If the directors do this, an announcement of the date, time and place of the rearranged meeting will, if practicable, be published in at least one English language and one Chinese language newspaper published daily and circulating in Hong Kong and/or on the websites of the HK Stock Exchange and the Company. Notice of the business of the meeting does not need to be given again. The directors must take reasonable steps to ensure that any shareholder trying to attend the meeting at the original time and place is informed of the new arrangements. If a meeting is rearranged in this way, proxy forms can be delivered as required by these articles in respect of the rearranged meeting.

60. Quorum

Before a general meeting starts to do business there must be a quorum present. Unless these articles say otherwise, a quorum for all purposes is two people who are entitled to vote. They may be shareholders who are personally present or proxies for shareholders and each person will count towards the quorum. If a quorum is not present, a chairman of the meeting can still be chosen or appointed and this will not be treated as part of the business of the meeting.

61. Procedure if Quorum Not Present

(a) This article applies if a quorum is not present within five minutes of the time fixed for a general meeting to start or within any longer period not exceeding one hour which the chairman of the meeting may decide.

(b) If the meeting was called by shareholders it will be dissolved. Any other meeting will be adjourned to any day (being not less than three nor more than 28 days later), time and place stated in the notice of meeting. If the notice does not provide for this, the meeting shall be adjourned to a day (being not less than 10 nor more than 28 days later), time and place decided on by the chairman of the meeting and in this case the Company will give not less than seven clear days notice in writing of the adjourned meeting.

(c) One member present in person or by proxy will constitute a quorum at any adjourned meeting and any notice of an adjourned meeting will say this.

62. Security Arrangements

The directors may put in place arrangements, both before and during any general meeting, which they consider to be appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it. This authority includes power to refuse entry to, or eject from meetings, people who fail to comply with the arrangements.

22

63. Chairman of General Meeting

(a) The chairman will be the chairman of the meeting at every general meeting, if he is willing and able to take the chair.

(b) If the Company does not have a chairman, or if the chairman is not willing and able to chair the meeting, after waiting five minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chairman of the meeting. If there is only one director present, he will be the chairman of the meeting, if he agrees.

(c) If there is no director willing and able to be the chairman of the meeting, then the shareholders who are personally present at the meeting and entitled to vote will decide which one of them is to be the chairman of the meeting.

(d) Nothing in these articles restricts or excludes any of the powers, or rights of a chairman of a meeting which are given by the general law.

64. Orderly Conduct

The chairman of a meeting may take any action he considers appropriate for proper and orderly conduct at a general meeting. The chairmans decision on matters of procedure or on matters that arise incidentally from the business of a meeting is final. The chairmans decision whether a matter is procedural or incidental is also final.

65. Entitlement to Attend and Speak

Each director may attend and speak at any general meeting of the Company. The chairman of a meeting may also allow anyone to attend and speak where he considers that this will help the business of the meeting.

66. Adjournments

(a) The chairman of a meeting can adjourn the meeting, before or after it has started, and whether or not a quorum is present, if he considers that:

(i) there is not enough room for the number of shareholders who wish to attend the meeting;

(ii) the behaviour of the people present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or

(iii) an adjournment is necessary for any other reason, so that the business of the meeting can be properly carried out.

The chairman of the meeting does not need the consent of the meeting to adjourn it for any of these reasons to a time, date and place which he decides. He may also adjourn the meeting to a later time on the same day or indefinitely. If a meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned meeting.

23

(b) The chairman of a meeting can also adjourn a meeting which has a quorum present if this is agreed by the meeting. This can be to a time, date and place proposed by the chairman of the meeting or the adjournment can be indefinite. The chairman of the meeting must adjourn the meeting if the meeting directs him to. In these circumstances the meeting will decide how long the adjournment will be and where it will adjourn to. If a meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned meeting.

(c) A reconvened meeting can only deal with business that could have been dealt with at the meeting which was adjourned.

67. Notice of Adjournment

Where a meeting is adjourned indefinitely or for more than three months, notice of the adjourned meeting must be given in the same way as was required for the original meeting. Except where these articles require it, there is no need to give notice of the adjourned meeting or of the business to be considered there.

68. Amendments to Resolutions

(a) Amendments can be proposed to any resolution if they are clerical amendments or amendments to correct some other obvious error in the resolution.

(b) No other amendments can be proposed to any special resolution.

(c) Amendments to an ordinary resolution which are within the scope of the resolution can be proposed if:

(i) notice of the proposed amendment is delivered to the office at least two working days before the date of the meeting, or adjourned meeting; or

(ii) the chairman of the meeting decides that the amendment is appropriate for consideration by the meeting.

No other amendment can be proposed to an ordinary resolution.

69. Amendments Ruled Out of Order

If the chairman of a meeting, acting in good faith, rules that a proposed amendment to any resolution under consideration is out of order, any error in that ruling will not affect the validity of a vote on the original resolution.

70. Voting of members

Shareholders who are present in person at a general meeting may vote on a show of hands. They will have one vote each. Proxies may also vote on a show of hands. On a poll, every shareholder present in person or by proxy will have one vote for every share he holds. This is subject to any special rights or restrictions which are given to any class of shares by, or under, these articles. If any shareholder is required under the Listing Rules to abstain from voting on any particular resolution or restricted to vote

24

only for or only against any particular resolution, any vote cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

71. Method of Voting

A resolution put to the vote at any general meeting will be decided on a show of hands unless a poll is demanded when, or before, the chairman of the meeting declares the result of the show of hands. A poll may be demanded by:

(a) the chairman of the meeting;

(b) at least five shareholders at the meeting (including proxies) who are entitled to vote;

(c) one or more shareholders at the meeting (including proxies) who represent (or who represent members who represent) at least five per cent. of the total voting rights of all shareholders (including proxies) who have the right to vote at the meeting; or

(d) one or more shareholders (including proxies) who have (or represent members who have) shares which allow them to vote at the meeting and on which the total amount which has been paid up on these shares is at least five per cent. of the total sum paid up on all shares which give the right to vote at the meeting.

The chairman of the meeting must demand a poll if, before or on the declaration of the result on a show of hands, he knows from the proxies received by the Company that the result on a show of hands would be different from that on a poll.

A demand for a poll can be withdrawn if the chairman of the meeting agrees to this.

If no poll is demanded or a demand for a poll is withdrawn, any declaration by the chairman of the meeting of the result of a vote on that resolution by a show of hands will stand as conclusive evidence of the result without proof of the number or proportion of the votes recorded for or against the resolution.

72. Procedure if Poll Demanded

If a poll is demanded in the way allowed by these articles, the chairman of the meeting will decide when, where and how it will be carried out. The result will be treated as the decision of the meeting at which the poll was demanded, even if the poll is carried out after the meeting.

73. When Poll to be Taken

If a poll is demanded on a vote to elect the chairman of the meeting, or to adjourn a meeting, it must be taken immediately at the meeting. Any other poll demanded can either be taken immediately or within 30 days from the date it was demanded and at a time and place decided on by the chairman of the meeting. It is not necessary to give notice for a poll which is not taken immediately.

25

74. Continuance of Other Business after Poll Demand

A demand for a poll on a particular matter will not stop a meeting from continuing to deal with other matters.

75. Votes on a Poll

On a poll a shareholder can vote either in person or by his proxy. A shareholder may appoint more than one proxy to attend on the same occasion.

76. Casting Vote of Chairman

Where equal votes are cast at a general meeting, whether on a show of hands or on a poll, the chairman of the meeting will be entitled to an additional or casting vote.

77. Votes of Joint Holders

This article applies to a share held by joint shareholders. If more than one of the joint shareholders votes, the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.

78. Voting on Behalf of Incapable Member

This article applies where a court or official claiming jurisdiction to protect people who are unable to manage their own affairs has made an order about the shareholder. The person appointed to act for that shareholder may vote for him. He may also exercise any other rights of the shareholder relating to meetings. This includes appointing a proxy, voting on a show of hands and voting on a poll. Before the representative does so however, he must deliver such evidence of his authority as the directors may require to the office not later than the latest time at which a proxy form must be delivered to be valid for use at the relevant meeting or on the holding of the relevant poll. If a different place for the delivery of proxy forms is specified, the evidence must instead be delivered to that address.

79. No Right to Vote where Sums Overdue on Shares

Unless the directors decide otherwise, a shareholder may not vote shares at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or exercise any other right conferred by membership in relation to general meetings if he has not paid all amounts relating to those shares which are due at the time of the meeting.

80. Objections or Errors in Voting

If:

(a) any objection to the right of any person to vote is made;

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

26

(c) any votes are not counted which ought to have been counted,

the objection or error must be raised or pointed out at the meeting (or the adjourned meeting) at which the vote objected to is cast or at which the error occurs. If a vote is allowed at a meeting, it is valid for all purposes and if a vote is not counted at a meeting, this will not affect the decision of the meeting. Any objection or error must be raised with the chairman of the meeting. His decision is final.

81. Execution of Proxies

Subject to article 84, a proxy form must be in writing, signed by the shareholder appointing the proxy, or by an attorney who must have written authority to sign the form and where the proxy is appointed by a company, the proxy form should either be sealed by that company or signed by someone authorised to sign it.

82. Delivery of Proxies

Subject to article 84, proxy forms must be delivered to the office, or to any other place in Hong Kong specified in the notice of meeting or in the form itself, at least:

(a) in the case of a meeting or adjourned meeting, 48 hours (or such shorter time as the directors may determine) before the time for holding the meeting or adjourned meeting; or

(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours (or such shorter time as the directors may determine) before the time appointed for the taking of the poll.

In calculating the periods mentioned in paragraphs (a) and (b), no account is to be taken of any part of a day that is a public holiday.

If a proxy form is signed by an attorney, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or an office copy) must be delivered with the proxy form, unless the power of attorney has already been registered with the Company.

If the above requirements are not complied with, the proxy will not be able to act for the person who appointed him.

If more than one valid proxy form is delivered in respect of the same share for use at the same meeting, the one which is delivered last (regardless of the date on which it is signed) will be treated as the valid form. If it is not possible to determine the order of delivery, none of the forms will be treated as valid.

83. Maximum Validity of Proxy

A proxy form will expire 12 months from the date the form states that it is signed on. But it will be valid if it is used at an adjourned meeting, or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.

27

84. Form of Proxy

A proxy form can be in any form which the directors approve. A proxy form gives the proxy the authority to demand a poll or to join others in demanding a poll and to vote on any amendment to a resolution put to the meeting. Unless it says otherwise, a proxy form is valid for the meeting to which it relates and also for any adjournment of that meeting.

Subject to the legislation, the directors may, in their absolute discretion, accept an instrument of proxy which is sent electronically or by some other data transmission process, subject to any requirements that the directors may from time to time impose. If the directors decide to accept an instrument of proxy which is sent electronically or by some other data transmission process, any provision of these articles on the execution of proxies shall not apply to such instrument of proxy, save that the date named in it as the date thereof shall be deemed to be the date of its execution. An instrument of proxy sent electronically or by some other data transmission process shall be treated as delivered at the time of receipt at the office (or at such other place in Hong Kong as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document). All references in these articles to delivery of proxies shall include proxies sent electronically or by some other data transmission process.

85. Cancellation of Proxys Authority

Any vote cast in the way a proxy form authorises or any demand for a poll made by a proxy will be valid even though:

(a) the person who appointed the proxy has died or is of unsound mind;

(b) the proxy form has been revoked; or

(c) the authority of the person who signed the proxy form for the shareholder has been revoked.

Any vote cast or poll demanded by the representative of a corporation will also be valid even though his authority has been revoked.

However, this does not apply if written notice of the relevant fact has been received at the office (or at any other place specified for the delivery of forms of proxy) at least:

(a) in the case of a meeting or adjourned meeting, 48 hours (or such shorter time as the directors may determine) before the time for holding the meeting or adjourned meeting; or

(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours (or such shorter time as the directors may determine) before the time appointed for the taking of the poll is taken.

In calculating the periods mentioned in paragraphs (a) and (b), no account is to be taken of any part of a day that is a public holiday.

28

85A. Appointment by Clearing Houses of Representative(s) or Proxy(ies)

Where a shareholder is a clearing house or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) or proxy(ies) at any general meeting or any meeting of any class of shareholders of the Company provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of shares in respect of which each such person is so authorised. Each person so authorised will be entitled to exercise the same rights and powers on behalf of the clearing house or its nominee(s) as that clearing house or its nominee(s) could exercise if such person were an individual shareholder of the Company in respect of the number and class of shares specified in the relevant authorisation or proxy form, including the right to vote individually on a show of hands.

86. Number of Directors

The Company must have a minimum of two directors. There is no maximum number of directors. Subject to the legislation, the shareholders can change these restrictions by passing an ordinary resolution.

87. Directors Shareholding Qualification

The directors are not required to hold any shares in the Company.

88. Power of Company to Appoint Directors

Subject to these articles, the Company may, by passing an ordinary resolution, elect any willing person to be a director, either as an extra director or to fill a vacancy where a director has stopped being a director for some reason.

89. Power of Directors to Appoint Directors

Subject to these articles, the directors may, after receiving a recommendation from the nominations committee, decide to appoint any willing person to be a director, either as an extra director or as a replacement for another director. Any director appointed in this way must retire from office at the first annual general meeting after his appointment. A director who retires in this way is then eligible for election.

90. Power of Chief Executive to Appoint and Remove Directors

The Chief Executive may, pursuant to section 8 of the Mass Transit Railway Ordinance (No.13 of 2000), appoint any persons as directors provided that the number of such directors shall not exceed three at any one time. A director appointed by the Chief Executive under this article may not be removed from office except by the Chief Executive. Any appointment or removal made by the Chief Executive under this article shall:

(a) be made by notice in writing, signed by the Chief Executive or his authorised representative and delivered to the office; and

29

(b) take effect when the notice is received at the office or at any later time that may be stated in the notice.

If a director is removed from office in accordance with this article, he will also automatically cease to be a director and a member of any committee or sub-committee of the directors.

91. Retirement by Rotation

At every annual general meeting each of the current directors who is identified in article 92 must retire by rotation as a director.

92. Identity of Directors to Retire by Rotation

(a) The directors to retire by rotation at an annual general meeting will be those directors who were last elected or re-elected at the annual general meeting which was held in the third calendar year prior to the annual general meeting in question.

(b) The directors appointed by the Chief Executive pursuant to section 8 of the Mass Transit Railway Ordinance (No.13 of 2000) will not be required to retire by rotation.

93. Filling Vacancies

Subject to these articles, at the general meeting at which a director retires, shareholders can pass an ordinary resolution to re-elect the director or to elect some other eligible person in his place.

94. Power of Removal by Ordinary Resolution

In addition to any power to remove directors conferred by the legislation and subject to article 117, the Company may pass an ordinary resolution to remove a director from office even though his time in office has not ended. This power is without prejudice to any claim by that director for damages for breach of his service contract. The Company may also (subject to these articles) elect a person to replace a director who has been removed in this way by passing an ordinary resolution. This article will not apply to any director appointed by the Chief Executive pursuant to section 8 of the Mass Transit Railway Ordinance (No.13 of 2000).

95. Persons Eligible as Directors

The only people who may be elected as directors at a general meeting are the following:

(a) directors retiring at the meeting;

(b) anyone recommended by the directors; and

(c) anyone nominated by two or more shareholders (not including the person to be nominated), together representing not less than 10 per cent. of the total voting rights of all the shareholders having a right to vote at general meetings in the following way:

30

The shareholders must be entitled to vote at the meeting. They must deliver to the office during a period of seven days commencing on and including the day after the despatch of the notice of the meeting:

(i) a letter signed by all the shareholders making the nomination and stating that they intend to nominate a person for election as a director; and

(ii) written confirmation from that person that he is willing to be elected.

96. Position of Retiring Directors

A director retiring at a general meeting retires at the end of that meeting unless the legislation requires him to retire at some other time. Where a retiring director is re-elected he continues as a director without a break.

97. Vacation of Office by Directors

Any director automatically stops being a director in any one or more of the following circumstances:

(a) if he gives the Company a letter of resignation;

(b) if he gives the Company a letter in which he offers to resign and the directors decide to accept this offer; or

(c) if all of the other directors (who must comprise at least three people) pass a resolution or sign a notice requiring the director to resign;

(d) if he is or has been suffering from mental ill health and the directors pass a resolution stating that he has ceased to be a director;

(e) if he has missed directors meetings for a continuous period of six months without permission from the directors and the directors pass a resolution stating that he has ceased to be a director;

(f) if he becomes bankrupt or makes any arrangement or composition with his creditors;

(g) if he is prohibited from being a director under the legislation; or

(h) if he ceases to be a director by virtue of the legislation or he is removed from office under these articles.

If a director stops being a director for any reason, he will also automatically cease to be a member of any committee or sub-committee of the directors.

This article will not apply to any director appointed by the Chief Executive pursuant to section 8 of the Mass Transit Railway Ordinance (No. 13 of 2000).

31

98. Alternate Directors

(a) Any director may appoint any person (including another director) to act in his place (called an alternate director). That appointment requires the approval of the chairman. A director appoints an alternate director by delivering a signed appointment to the office or by tabling it at a meeting of the directors.

(b) The appointment of an alternate director ends on the happening of any event which, if he were a director, would cause him to vacate that office. It also ends if his appointor stops being a director, unless that director retires at a general meeting at which he is re-elected. A director can also remove his alternate director by a written notice delivered to the office or tabled at a meeting of the directors. This notice must also be copied to the alternate director, but will be effective, whether or not it has been received by the alternate director, when the notice is delivered to the office or tabled at a meeting of the directors (as the case may be) or at any later time that may be stated in the notice.

(c) An alternate director is entitled to receive notices of meetings of the directors, except when absent from Hong Kong. He is entitled to attend and vote as a director at any meeting at which the director appointing him is not personally present and generally at that meeting is entitled to perform all of the functions of his appointor as a director. The provisions of the articles regulating the meeting apply as if he (instead of his appointor) were a director. If he is himself a director or attends any meeting as an alternate director, for more than one director, he can vote cumulatively for himself and for each other director he represents but he may not be counted more than once for the purposes of the quorum. An alternate directors signature to any resolution in writing of the directors is as effective as the signature of his appointor. If the directors decide to allow this, this article also applies in a similar fashion to any meeting of a committee of which his appointor is a member. Except as set out in this article, an alternate director:

(i) does not have power to act as a director;

(ii) is not deemed to be a director for the purposes of these articles; and

(iii) is not deemed to be the agent of his appointor.

(d) An alternate director is entitled to contract and be interested in and benefit from contracts, transactions or arrangements and to be repaid expenses and to be indemnified to the same extent as if he were a director. However, he is not entitled to receive from the Company as an alternate director any pay, except for that part (if any) of the pay otherwise payable to his appointor as his appointor may tell the Company in writing to pay to his alternate director.

99. Executive Directors

(a) Subject to article 99(b), the directors or any committee authorised by the directors may appoint a director to any executive position on such terms (save in respect of his remuneration) and for such period (subject to the provisions of the Companies Ordinance) as they think fit. They may also terminate or vary such an appointment at any time. After receiving a recommendation from the remuneration committee, the directors will decide how much

32

remuneration a director appointed to an executive office will receive (whether as salary, commission, profit share or any other form of remuneration) and whether this is in addition to or in place of his fees as a director.

(b) If at any time when the Financial Secretary Incorporated holds 50% or more of the voting power of the Company and the chairman concurrently holds the office of the chief executive officer or fulfils any other executive function, the Financial Secretary Incorporated shall determine the terms and conditions of appointment applicable for the director appointed to such offices (subject